FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.12

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of April 27, 2011, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation, as purchaser (the “Purchaser”), and RESIDENTIAL CARE VII, L.L.C., an Indiana limited liability company, and RIVERWALK GARDEN HOMES, L.L.C., an Indiana limited liability company (each individually, a “Seller” and, jointly and severally, the “Sellers”).

RECITALS:

WHEREAS, the Purchaser and the Sellers are parties to that certain Purchase and Sale Agreement, dated as of March 18, 2011 (the “Purchase Agreement”), with respect to certain real property and related property known as Riverwalk Commons and Garden Homes located at 0000 Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx, all as further described in the Purchase Agreement; and

WHEREAS, the Purchaser and the Sellers desire to amend the Purchase Agreement to extend the Inspection Period;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Purchaser and the Sellers, intending to be legally bound, hereby agree as follows:

1.             Capitalized Terms.  All capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Purchase Agreement.

2.             Inspection Period.  The term “Inspection Period” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“Inspection Period” means the period commencing on the Effective Date and expiring at 6:00 p.m., local time at the Property, on May 9, 2011.

3.             Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.  Any such counterpart may be delivered by facsimile or e-mail (in .pdf format) and any such counterpart so delivered shall be deemed an original for all purposes.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as a sealed instrument as of the date first above written.

	PURCHASER:
	FIVE STAR QUALITY CARE, INC.,
	a Maryland corporation
	By:	/s/ Xxxxx X. Xxxxxx Xx.
	Name:	Xxxxx X. Xxxxxx Xx.
	Its:	President and Chief Executive Officer
	SELLERS:
	RESIDENTIAL CARE VII, L.L.C.,
	an Indiana limited liability company
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Its:	Manager
	RIVERWALK GARDEN HOMES, L.L.C.,
	an Indiana limited liability company
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Its:	Manager

[Signature page to First Amendment to Purchase and Sale Agreement]